SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[] Preliminary Proxy Statement [] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Landmark Bancshares, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[HOLDING COMPANY LETTERHEAD]
December 15, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Landmark
Bancshares, Inc., I cordially invite you to attend the 2000 Annual Meeting of
Stockholders to be held at the Dodge City Country Club, located at North Avenue
C, Dodge City, Kansas, on Wednesday, January 19, 2000 at 1:30 p.m. The attached
Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal
business to be transacted at the meeting. During the meeting, I will also report
on the operations of the company. Directors and officers of the company will be
present to respond to your questions.
The matters to be considered by stockholders at the meeting are
described in the accompanying material. The Board of Directors has determined
that the matters to be considered at the meeting are in the best interest of the
company and its stockholders. For the reasons set forth in the Proxy Statement,
the Board of Directors unanimously recommends a vote "FOR" each matter to be
considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the meeting, but will assure that your vote is counted if you are
unable to attend. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ Larry Schugart
-------------------------------------
Larry Schugart
President and Chief Executive Officer
<PAGE>
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LANDMARK BANCSHARES, INC.
CENTRAL AND SPRUCE
DODGE CITY, KANSAS 67801
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 19, 2000
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NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders
(the "Meeting") of Landmark Bancshares, Inc. (the "Company"), will be held at
the Dodge City Country Club, located at North Avenue C, Dodge City, Kansas, at
1:30 p.m., local time, on Wednesday, January 19, 2000.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of two directors of the Company;
2. The ratification of Regier Carr & Monroe, L.L.P. as
independent auditors of Landmark Bancshares, Inc. for the
fiscal year ending September 30, 2000; and
3. The transaction of such other matters as may properly come
before the Meeting or any adjournments thereof. The Board of
Directors is not aware of any other business to come before
the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting is held. Stockholders of record at the close of
business on November 30, 1999, are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Watkins
----------------------------------
Gary L. Watkins
Secretary
Dodge City, Kansas
December 15, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
LANDMARK BANCSHARES, INC.
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 19, 2000
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the board of directors (the "Board of Directors" or the "Board")
of Landmark Bancshares, Inc. (the "Company"), the holding company of Landmark
Federal Savings Bank (the "Bank"), to be used at the 2000 annual meeting of
Stockholders of the Company (the "Meeting") which will be held at the Dodge City
Country Club, located at North Avenue C, Dodge City, Kansas on Wednesday,
January 19, 2000, at 1:30 p.m., local time. The accompanying Notice of Annual
Meeting and this Proxy Statement are being first mailed to stockholders on or
about December 15, 1999.
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors and (ii) the ratification of Regier Carr & Monroe,
L.L.P. as independent auditors of the Company for the fiscal year ending
September 30, 2000. The Board of Directors of the Company knows of no additional
matters that will be presented for consideration at the Meeting. Execution of a
proxy, however, confers on the designated proxyholder discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors of the Company will
be voted in accordance with the directions given therein. Where no instructions
are indicated, proxies will be voted for the nominees for directors set forth
below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Voting Securities
Stockholders of record as of the close of business on November 30, 1999
(the "Record Date") are entitled to one vote for each share of common stock of
the Company ("Common Stock") then held. As of the Record Date, the Company had
1,127,806 shares of Common Stock issued and outstanding.
1
<PAGE>
The articles of incorporation of the Company ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. The number of votes that may be cast
by any record owner by virtue of the provisions hereof in respect of Common
Stock beneficially owned by such persons owning shares in excess of the Limit
shall be equal to the total number of votes which a single record owner of all
Common Stock owned by such person would be entitled to cast, multiplied by a
fraction, the numerator of which is the number of shares of such class or series
which are both beneficially owned by such person and owned of record by such
record owner and the denominator of which is the total number of shares of
Common Stock beneficially owned by such person owning shares in excess of the
Limit. Beneficial ownership is determined pursuant to the definition in the
Articles of Incorporation and includes shares beneficially owned by such person
or his or her affiliates or associates (as defined in the Articles of
Incorporation), shares which such person or his or her affiliates or associates
have the right to acquire upon the exercise of conversion rights or options and
shares as to which such person and his or her affiliates or associates have or
share investment or voting power, but shall not include any other shares of
voting stock which may be issuable either immediately or at some future date
pursuant to any agreement, arrangement, or understanding or upon exercise of
conversion rights, exchange rights, warrants, options, or otherwise.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes to constitute a quorum or
to ratify any proposals at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote for the election of the nominee
proposed by the Board of Directors, or to withhold authority to vote for the
nominee being proposed. Under the Company's bylaws, directors are elected by a
plurality of votes cast, without respect to either (i) broker non-votes (shares
for which a broker indicates on the proxy that it does not have discretionary
authority to vote on a matter) or (ii) proxies as to which authority to vote for
the nominee being proposed is withheld.
Concerning all matters that may properly come before the Meeting,
including the ratification of auditors, by checking the appropriate box, a
stockholder may; (i) vote "FOR" the item, or (ii) vote "AGAINST" the item, or
(iii) "ABSTAIN" with respect to the item. Unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-votes, or (b) proxies marked
"ABSTAIN" as to that matter.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended ("1934 Act"). Based upon such
reports and information provided by the Company's transfer agent, the following
table sets forth, as of the Record Date, certain information as to those persons
who were beneficial owners of more than 5% of the outstanding shares of Common
Stock and as to the Common
2
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Stock beneficially owned by executive officers and directors of the Company as a
group. Management knows of no persons, other than those set forth below, who
owned more than 5% of the outstanding shares of Common Stock at the Record Date.
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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<S> <C> <C>
Larry Schugart 127,924(1) 10.8%
Central and Spruce
Dodge City, Kansas 67801
Landmark Federal Savings Bank Employee Stock Ownership 131,283(2) 11.6%
Plan ("ESOP"), Central and Spruce, Dodge City, Kansas
67801
Kahn Brothers & Co., Inc. 119,901(3) 10.6%
555 Madison Avenue
New York, New York 10022
All Directors and Executive Officers as a Group 356,760(4) 27.2%
(7 persons)
</TABLE>
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(1) Includes 62,033 shares of Common Stock subject to options that are
exercisable within 60 days of the Record Date. Reflects sole voting power
with respect to 96,713 shares, sole dispositive power with respect to
111,201 shares, shared voting power with respect to 31,211 shares and
shared dispositive power with respect to 5,551 shares.
(2) Reflects shared voting power with respect to 75,699 shares allocated to
participating employees, sole voting power with respect to 55,584 shares
unallocated to participating employees and sole dispositive power over all
shares. The ESOP holds shares for the exclusive benefit of plan
participants. A portion of these shares are allocated among ESOP
participants annually on the basis of compensation as the debt incurred in
the purchase of the shares is repaid. Unallocated shares are held in a
suspense account. The ESOP Trustee must vote all shares allocated to
participant accounts under the ESOP as directed by participants.
Unallocated shares and allocated shares for which no timely direction is
received will be voted as directed by the ESOP Committee or the Board.
(3) Based on Amendment No. 4 to a Schedule 13G filed with the SEC on February
16, 1999, showing shared dispositive power with respect to 119,901 shares.
(4) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting or dispositive
power. Reflects sole voting power with respect to 299,284 shares, shared
voting power with respect to 62,164 shares, sole dispositive power with
respect to 326,775 shares, and shared dispositive power with respect to
15,639 shares. Includes 185,659 shares of Common Stock subject to options
that are exercisable within 60 days of the Record Date. Excludes 131,283
shares held by the ESOP (133,018 shares minus 27,634 shares allocated to
executive officers) over which certain directors, as members of the ESOP
Committee and as trustees to the ESOP exercise shared voting and
dispositive power. Such individuals disclaim beneficial ownership with
respect to ESOP shares.
3
<PAGE>
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner, as defined under Section 16(a), of more than ten percent of
its Common Stock.
Based upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Forms
5 were required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with during the 1999
fiscal year, other than the late filing by Messrs. Lewis, Strovas and Watkins of
a Form 4 to report one transaction each.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that directors be divided into
three classes, as nearly equal in number as possible, each class to serve for a
three-year period, with approximately one-third of the directors elected each
year. The Board of Directors currently consists of five members. As a result,
two directors will be elected at the Meeting to serve for a three-year term, as
noted below, or until respective successors have been elected and qualified.
C. Duane Ross and Richard A. Ball have been nominated by the Board of
Directors to serve as directors. Both nominees are currently members of the
Board of Directors. It is intended that proxies solicited by the Board of
Directors will, unless otherwise specified, be voted for the election of the
named nominees. If either nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute as the Board
of Directors may recommend. At this time, the Board of Directors knows of no
reason why either nominee might be unavailable to serve.
The following table sets forth the existing directors and nominees,
their names, ages, the year they first became directors of the Company or the
Bank, the expiration date of their current terms as directors, and the number
and percentage of shares of the Common Stock beneficially owned. Each director
of the Company is also a director of the Bank.
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Age at Year First Current Common Stock Percent
September 30, Elected or Term to Beneficially of
Name 1999 Appointed(1) Expire Owned (2)(3)(4) Class
- ---- --------------- ------------ ------- --------------- -----
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2002
C. Duane Ross 63 1986 1999 31,263(5)(6) 2.7%
Richard A. Ball 46 1995 1999 14,687(5)(7) 1.3%
DIRECTORS CONTINUING IN OFFICE
Larry L. Schugart 60 1971 2000 127,924(8) 10.8%
Jim W. Lewis 43 1991 2000 34,525(5)(9) 3.0%
David H. Snapp 44 1986 2001 31,352(5)(10) 2.7%
</TABLE>
- ----------------------
(1) Refers to the year the individual first became a director of the Bank or
Company. All directors of the Bank as of November 1993 became directors of
the Company when it was incorporated in November 1993.
(2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting or dispositive
power, as indicated.
(3) Beneficial ownership as of the Record Date.
(4) Includes shares of Common Stock subject to options that are exercisable
within 60 days of the Record Date for the following individuals (in the
following amount of shares of Common Stock); C. Ross (13,687), R. Ball
(13,687), L. Schugart (62,033), J. Lewis (13,687) and D. Snapp (13,687).
(5) Excludes 133,018 shares of Common Stock held by the ESOP for which such
person serves as a member of the ESOP Committee and as a plan trustee and
exercises shared voting power. Shares which are unallocated to
participating employees (approximately 75,699 shares) and allocated shares
for which no voting directions are received are voted by the plan trustees
as directed by the ESOP Committee. Once allocated to participant accounts,
such Common Stock are voted by the plan trustees as directed by the plan
participant as the beneficial owner of such Common Stock. The individuals
serving as plan trustees disclaim beneficial ownership of stock held under
the ESOP.
(6) Reflects sole voting power with respect to 24,912 shares and shared voting
power with respect to 6,351 shares. Reflects sole dispositive power with
respect to 29,274 shares and shared dispositive power with respect to 1,989
shares.
(7) Reflects sole voting and dispositive power with respect to 14,687 shares.
(8) Reflects sole voting power with respect to 96,713 shares and shared voting
power with respect to 31,211 shares. Reflects sole dispositive power with
respect to 111,201 shares and shared dispositive power with respect to
5,551 shares. Includes 62,033 shares of Common Stock that may be acquired
through the exercise of options that are exercisable within 60 days of the
Record Date.
(9) Reflects sole voting and dispositive power with respect to 29,525 shares
and shared voting and dispositive power with respect to 5,000 shares.
(10) Reflects sole voting power with respect to 28,212 shares and shared voting
power with respect to 3,140 shares. Reflects sole dispositive power with
respect to 30,753 shares and shared dispositive power with respect to 599
shares.
The principal occupation of, and other information about, each nominee,
director and executive officer of the Company is set forth below as of September
30, 1999. All directors and executive officers have held their present positions
for five years unless otherwise stated.
5
<PAGE>
Nominees:
C. Duane Ross has served as a director of the Bank for thirteen years
and of the Company since its incorporation in November 1993. He has served as
Chairman of the Boards of the Company and the Bank since January 1995. He is
President of High Plains Publishers, Inc., a publishing/printing company. Mr.
Ross is Vice Chairman of the Board of Commissioners of the Dodge City Housing
Authority, a current member of the Dodge City Community College Endowment Board,
and a past president of the Dodge City/Ford County Development Corporation. In
addition, he is President of the Dodge City Community College Foundation and is
a past president of the Dodge City Area Chamber of Commerce.
Richard A. Ball has served as a director of the Company and the Bank
since 1995. Mr. Ball, a Certified Public Accountant, is a shareholder of Adams,
Brown, Beran & Ball, Chtd., an accounting firm with offices in Great Bend, Hays,
LaCrosse, Ellinwood, Colby, Lyons, McPherson and Hutchinson, Kansas. He has
served as a Board Chairman of the Great Bend Chamber of Commerce, Great Bend
United Way, Petroleum Club and Barton County Community College Academic Fund
Campaign. He has also served on the boards of the Kiwanis Club, Cougar Booster
Club, Downtown Development, Mid-Kansas Economic Development and the Kansas Oil &
Gas Museum Committee.
Continuing Directors:
Larry L. Schugart has been with the Bank for 36 years, serving as
President since 1985, and has been the President, Chief Executive Officer and a
director of the Company since its incorporation in November 1993. He is a former
director of the Federal Home Loan Bank of Topeka where he served on the Finance
and Executive Committees. Mr. Schugart is a member and chair of various
committees of the Heartland Community Bankers Association, is a past Chairman of
the Kansas-Nebraska League of Savings and serves as a member of the Governmental
Affairs Committee of the America's Community Bankers. Mr. Schugart is a member
of the Dodge City Area Chamber of Commerce and the Dodge City/Ford County
Development Corporation. In addition, Mr. Schugart has been president of
numerous civic and charitable organizations in Great Bend.
Jim W. Lewis has served as a director of the Bank since 1991 and of the
Company since its incorporation in November 1993. Mr. Lewis is the owner of
several automobile dealerships across the State of Kansas, including Dodge City
Toyota, Inc. Mr. Lewis is a member of the Dodge City Area Chamber of Commerce.
He was a founding member of "The Alley," a community Teen Center in Dodge City.
David H. Snapp has been a director of the Bank since 1986 and of the
Company since its incorporation in November 1993. He is a partner in the law
firm of Waite, Snapp & Doll in Dodge City, Kansas. Mr. Snapp is also a board
member of Arrowhead West, Inc., a mental and physical rehabilitation center, and
Catholic Social Service.
Meetings and Certain Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board of Directors and through its committees. All committees act for both the
Company and the Bank. During the fiscal
6
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year ended September 30, 1999, the Board of Directors of the Company held 12
regular meetings and no special meetings. No director of the Company attended
fewer than 75% of the total meetings of the Board of Directors and committee
meetings on which such Board member served during this period.
The Audit Committee, a standing committee, is comprised of the entire
Board of Directors. The Audit Committee annually selects the independent
auditors and meet with the accountants to discuss the annual audit. The Audit
Committee is further responsible for internal controls for financial reporting.
The Committee met one time in fiscal year 1999.
The Nominating Committee is comprised of the entire Board of Directors.
The Nominating Committee is not a standing committee. The committee makes
nominations for directors prior to the Annual Meeting. The committee will
consider nominees recommended by stockholders but has no procedures in effect
concerning a recommendation. The committee held one meeting during fiscal year
1999.
The Compensation Committee, a standing committee, is comprised of
Directors Ball, Lewis, Ross and Snapp. This committee met one time in fiscal
1999.
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DIRECTOR AND EXECUTIVE COMPENSATION
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Director Compensation
Each member of the Board of Directors receives a fee of $1,000 per
month. No additional fees are paid for committee meetings. For the fiscal year
ended September 30, 1999, total fees paid to directors were $60,000.
Director Deferred Compensation. The Company has established a
non-qualified deferred compensation plan for directors by which individual
directors may defer payment of director fee compensation. At the election of the
director, fees will be invested with an unrelated insurance company rather than
paid to the director. Such deferred compensation will be paid to the director
upon retirement or upon their request.
Other Compensation. Directors Ross, Schugart, Snapp and Lewis have
received awards of restricted stock under the Management Stock Bonus Plans which
plans were approved at the Special Meeting of Stockholders held on June 22,
1994. During the 1999 fiscal year, 5,475 of such shares vested for Mr. Schugart
and 1,825 of such shares vested for each of Messrs. Ross, Snapp and Lewis. All
awards under these plans are now fully vested.
Executive Compensation
Compensation Committee Report on Executive Compensation
November 18, 1998
A Special Meeting of the Compensation Committee of Landmark Federal
Savings Bank and Landmark Bancshares, Inc., was held at 8:30 A.M. at the home
office in Dodge City, Kansas.
7
<PAGE>
Present: Duane Ross, David Snapp, Jim Lewis and Richard Ball. Duane Ross chaired
the meeting and David Snapp acted as Secretary
The Committee reviewed the performance of senior management including
the Chief Executive Officer of the Company and the Bank. The Committee reviewed
salary surveys from Heartland Community Bankers Association and the America's
Community Bankers. The Committee also reviewed comparative data gleaned from the
prospectus of recently converted savings institutions. The salary surveys were
reviewed for comparison purposes, with particular focus upon the size and
geographical location of the peer groups studied. The Committee also reviewed
the compensation plans offered to the management team over the past 5 years.
The Committee reviewed the purposes and goals of a compensation plan,
including loyalty and longevity of management, alignment of the interests of
shareholders, with consideration given for current operating results such as
return on assets and return on equity.
Other factors considered in fiscal 1998 included general management of
the Bank, communication with the Board of Directors, productivity of the
employees, and the reputation and relationship that the Bank has with its
customers and the communities that the Bank serves.
After discussion by the committee of all pertinent information
reviewed, the base salary of the Chief Executive Officer was increased to
$145,000 annually for calendar year 1999.
A bonus plan to complement the base salaries and provide a direct
incentive for management was proposed as a percentage of current earnings. The
Committee therefore fixed a bonus plan equal to 1.5% of the net consolidated
earnings of the Bank and Bancshares for the coming fiscal year, with the actual
division of such bonus amount to be determined by the compensation committee
after consultation with the Chief Executive Officer . Base salaries for the
Chief Operating Officer and Chief Financial Officer were set after consultation
with the Chief Executive Officer.
The Committee also granted the Chief Executive Officer, the Chief
Operating Officer and the Chief Financial Officer, non-incentive stock options
at $23.25, to expire in 10 years on 5,000, 3,000 and 2,000 shares respectively.
Compensation Committee
Richard A. Ball
Jim W. Lewis
C. Duane Ross
David H. Snapp
Stock Performance Graph
Set forth below is a stock performance graph comparing the cumulative total
shareholder return on the Common Stock with (a) the cumulative total shareholder
return on stocks included in the Nasdaq Stock Market index and (b) the
cumulative total shareholder return on stocks included in the Nasdaq Bank index,
as prepared for Nasdaq by the Center for Research in Securities Prices ("CRSP")
at the
8
<PAGE>
University of Chicago. All three investment comparisons assume the investment of
$100 as of September 30, 1994 and the reinvestment of dividends.
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company neither makes nor endorses any predictions as to stock
performance.
[OBJECT OMITTED]
<TABLE>
<CAPTION>
==========================================================================================================
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CRSP Nasdaq U.S. Index $100 $138.07 $163.85 $224.97 $228.77 $371.51
- ----------------------------------------------------------------------------------------------------------
CRSP Nasdaq Bank Index 100 126.13 161.01 268.22 266.08 283.43
- ----------------------------------------------------------------------------------------------------------
Landmark Bancshares, Inc 100 141.93 167.68 264.12 238.52 174.66
==========================================================================================================
</TABLE>
The information set forth above under the subheadings "Compensation
Committee Report on Executive Compensation" and "Stock Performance Graph" (i)
shall not be deemed to be "soliciting material" or to be "filed" with the
Commission or subject to Regulation 14A or the liabilities of Section 18 of the
Exchange Act, and (ii) notwithstanding anything to the contrary that may be
contained in any filing by the Company under such Act or the Securities Act of
1933, as amended ("Securities Act"), shall not be deemed to be incorporated by
reference in any such filing.
Summary Compensation Table. The following table sets forth for the
fiscal years ended September 30, 1999, 1998 and 1997, certain information as to
the total remuneration received by Larry
9
<PAGE>
Schugart, the President and the Chief Executive Officer of the Company. No other
executive officer of the Company during such periods received total cash
compensation in excess of $100,000.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------------------------------------ -------------------
Name and Fiscal Other Annual Securities Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Options/SARs(#) Compensation(2)(3)
------------------ ---- ------ ----- --------------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Larry Schugart 1999 $133,085 $13,695 $19,054 5,000 $33,086
President and CEO 1998 $97,422 $59,289 $20,289 -- $48,846
1997 $97,422 $60,307 $17,407 -- $53,494
</TABLE>
- ---------------
(1) For fiscal year 1999, other annual compensation included director's fees of
$12,000 and a housing allowance of $3,435. For fiscal year 1998, other
annual compensation included director's fees of $12,000 and a housing
allowance of $4,669. For fiscal year 1997, other annual compensation
included director's fees of $10,500 and a housing allowance of $4,462.
(2) Includes Company's contribution to individual's account under a 401(k) Plan
of $3,996, $2,876 and $2,873 during the fiscal years ended September 30,
1999, 1998 and 1997, respectively.
(3) Includes accruals made for the payment which will be made under the
Supplemental Executive Retirement Plans to Mr. Schugart upon retirement in
the amount of $0, $0 and $0 for the fiscal years 1999, 1998 and 1997,
respectively. Includes 1,847 shares valued at $15.75 per share, 2,066.2201
shares valued at $22.25 per share, 2,004.8100 shares valued at $25.25 per
share at the closing share price on September 30, 1999, 1998 and 1997,
respectively, allocated through the ESOP. Compensation deferred at the
election of Mr. Schugart for a deferred compensation plan for directors is
included under other annual compensation in this chart.
Employment Agreement
In May 1998, the Company entered into a three year employment agreement
with President Larry Schugart. The base salary under this agreement for calendar
year 1999 is $145,000. The agreement is terminable by the Company for just
cause. Just cause is defined in the agreement as termination by reason of
personal dishonesty; incompetence; willful misconduct; breach of a fiduciary
duty involving personal profit; intentional failure to perform stated duties;
willful violation of any law, rule, regulation (other than traffic violations or
similar offenses); entering into a final cease-and-desist order; or material
breach of any provision of the agreement. If the agreement is terminated for
just cause, the employee only receives his salary up to the date of termination.
If the Company terminates the agreement without just cause, the employee is
entitled to a continuation of salary from the date of termination through the
remaining term of the agreement. Each year the employment agreement may be
extended for an additional one year period beyond the expiration date, so that
the remaining term of the agreement may remain at three years.
The agreement provides that in the event of involuntary termination of
employment in connection with, or within eighteen months after, any change in
control of the Company or Bank, the employee will be paid a lump sum or, at his
option in periodic payments, a payment equal to 2.99 times the average annual
taxable compensation paid during the five years prior to the change in control.
If a lump sum payment had been made as of September 30, 1999, Mr. Schugart would
have received a payment of approximately $813,478. That payment would be an
expense to the Bank, reducing net income and the Bank's capital by that amount.
The agreement is renewed annually if the Board of Directors determines that the
executive has met its requirements and standards.
10
<PAGE>
Benefits
Long Term Incentive Plans. The Company does not presently sponsor any
long-term incentive plans nor did it make any awards or payouts under such plans
during the fiscal year ended September 30, 1999.
Stock Option Plans. The following table sets forth information concerning
options granted to the Chief Executive Officer during the fiscal year ended
September 30, 1999.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
---------------------------------
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
---------------------------------------------------------------------------- -----------
Percent of Total
Options Granted to Exersise
Number of Options Employees in Fiscal Price Expiration
Name Granted Year ($/Share) Date 5% ($) 10% ($)
---- ------- ---- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Larry Schugart 5,000 50% $23.25 11/18/08 $73,100 $185,250
</TABLE>
The following table sets forth the year end value of options previously
granted to the chief executive officer.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
Shares Acquired Value FY-End (#) at FY-End ($)
Name on Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- --------------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Larry Schugart N/A N/A 62,033/ 0 $327,940 / $0
</TABLE>
- -------------------------
(1) For exercisable options, calculated by using the market value at fiscal
1999 year-end (equal to market closing price of $15.75) minus the
$10.00 exercise price and excluding 5,000 out-of-the-money options.
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. The loans
were made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for the Bank's other customers, and do not involve more than the normal risk of
collectibility, nor present other unfavorable features. All loans by the Bank to
its directors and executive officers are subject to regulations of the Office of
Thrift Supervision ("OTS") restricting loans and other transactions with
affiliated persons of the Bank. In addition, loans to an affiliate must be
approved in advance by a disinterested majority of the Board of Directors or be
within other guidelines established as a result of OTS regulations.
11
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Regier Carr & Monroe, L.L.P. was the Company's independent public
accountant for the 1999 fiscal year. The Board of Directors intends to renew the
Company's arrangement with Regier Carr & Monroe, L.L.P. for the 2000 fiscal
year, subject to ratification by the Company's stockholders. A representative of
Regier Carr & Monroe, L.L.P. is not expected to be present at the Meeting.
Ratification of the appointment of the auditors requires the affirmative
vote of a majority of the votes cast by the stockholders of the Company at the
Meeting. The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of Regier Carr & Monroe, L.L.P. as the Company's
auditors for the 2000 fiscal year.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting such proxies.
The Company's 1999 Annual Report to Stockholders has been mailed to all
stockholders of record as of the close of business on the Record Date. Any
stockholder who has not received a copy of the annual report may obtain a copy
by writing to the Secretary of the Company.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy materials
for the annual meeting of stockholders for the fiscal year ending September 30,
2000, all stockholder proposals must be received at the Company's executive
office at Central and Spruce, Dodge City, Kansas 67801 no later than August 17,
2000. In addition, stockholder proposals must meet other applicable criteria as
set forth in the Company's bylaws in order to be considered eligible for
inclusion in the Company's proxy materials.
Under the Company's bylaws, stockholder proposals that are not included in
the Company's proxy statement for the fiscal year ending September 30, 2000,
will only be considered at the annual meeting to be held in 2001 if the
stockholder submits notice of the proposal to the Company at the above address
by November 20, 2000. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's bylaws in order to be
considered at the 2001 annual meeting.
12
<PAGE>
- --------------------------------------------------------------------------------
FORM 10-K
- --------------------------------------------------------------------------------
A copy of the Company's annual report on Form 10-K for the fiscal year
ended September 30, 1999 will be furnished without charge to stockholders as of
the record date upon written request to the Secretary, Landmark Bancshares,
Inc., Central and Spruce, Dodge City, Kansas 67801.
BY ORDER OF THE BOARD OF DIRECTORS
Dodge City, Kansas
December 15, 1999
13
<PAGE>
- --------------------------------------------------------------------------------
LANDMARK BANCSHARES, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 19, 2000
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Landmark
Bancshares, Inc. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the 2000 Annual Meeting of Stockholders (the "Meeting"), to be held at the
Dodge City Country Club, located at North Avenue C, Dodge City, Kansas on
Wednesday, January 19, 2000, at 1:30 p.m., local time and at any and all
adjournments thereof, in the following manner:
FOR WITHHELD
--- --------
1. The election as director of the
nominees listed (except as marked |_| |_|
to the contrary below):
C. Duane Ross
Richard A. Ball
INSTRUCTIONS: To withhold your vote for either nominee, write that nominee's
name on the line below.
------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of Regier Carr &
Monroe, L.L.P., as independent auditors
of Landmark Bancshares, Inc., for the
fiscal year ending September 30, 2000. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" both of the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR BOTH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of an annual report, a Notice of Annual Meeting of
Stockholders and a Proxy Statement dated December 15, 1999.
Please check here if you
Dated: |_| plan to attend the Meeting.
--------------
- ----------------------------------- ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ----------------------------------- ------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
